Calgary, Alberta and Isle of Man, Isle of Man--(Newsfile Corp. - January 9, 2024) - Real Luck Group Ltd. (TSXV: LUCK), (the "Company"), has executed a letter of intent (the "LOI") with Lexinter International Inc. (the "Lender"), pursuant to which the Lender will provide secured credit facilities (the "Loan") to the Company in the principal amount of $280,000 (the "Principal Amount"). In addition to the Principal Amount, the Company entered into a promissory note with Mianna Consulting Ltd. ("Mianna"), pursuant to which the Company agreed to pay Mianna a commitment fee of $25,200, being 9% of the Principal Amount (the "Commitment Fee").
Interest will accrue on the Principal Amount and Commitment Fee at a rate of 11% per annum (the "Interest"). The Loan is, among other things, subject to typical closing conditions including the Lender's satisfactory diligence, receipt of a first ranking security interest in all of the Company's present and after acquired personal property, approval of the TSX Venture Exchange, and the negotiation and execution of definitive agreements between the Company and the Lender. The Loan is expected to close on or about January 15, 2023 (such date hereinafter referred to as the "Closing Date") and will mature on the date that is three (3) months from the Closing Date (the "Maturity Date") and is subject to a three (3) month extension at the option of the Lender. Following the Maturity Date, the Principal Amount, the Commitment Fee, and all Interest accrued thereon (collectively, the "Secured Obligations") shall be repayable upon demand. The Loan will contain customary Events of Default, the occurrence of which will result in the obligation for the Company to immediately repay the Secured Obligations.
The Mianna Note is unsecured, accrues interest on the same terms as the Loan, and is repayable concurrently with the Company's repayment of the Secured Obligations.
Recent Turnaround Initiatives Unsuccessful
Thomas Rosander, the Company's CEO and sole director as of the date hereof (the "Director") has, after consultation with financial and legal advisors, approved the LOI.
In light of current market conditions and recent efforts that proved unsuccessful, the Company appears unable to secure an equity financing or negotiate an acquisition on commercially reasonable terms that are acceptable to the Director or favorable to the Company's shareholders. The Director does not foresee these conditions changing in the short term and, after much consideration and discussion, it appears the Loan is the only option for the Company at this time.
In July of 2023, the Company attempted to conduct a non-brokered private placement for units of the Company in an attempt to raise gross proceeds of up to $2,400,000 (the "July Financing"). Due to market conditions, the Company was unable to close the July Financing.
Later in 2023, in September, the Company signed a letter of intent in connection with a potential M&A opportunity for the Company (the "September M&A Transaction"). Despite the Company's best efforts, the Company's leadership did not see a possibility for the September M&A Transaction to close.
In reaching the decision to proceed with the Loan, the Director, among other things, reviewed and considered:
- the Company's short term financial position and business prospects, including that the Company has continued to face difficulties generating sufficient revenue from its core business and does not expect this to change in the short term;
- the Company's exploration of other strategic alternatives, and that the Loan is the only current opportunity available to provide the Company with the ability to meet its short term financial obligations;
- the Loan will provide much needed financing to fund the Company's short term working capital requirements, and will allow the Company to attempt to execute on its business plan while also meeting its financial obligations until a Strategic Transaction (defined below) can be negotiated and closed;
- the Loan has been approved by the Director;
- the trading price of the Company's shares is low, and there do not appear to be opportunities for an equity financing under current market conditions;
- the trading volume of the Company's shares is low and there is not an efficient, liquid market for the Company's shares that would make an equity financing appealing to investors under current market conditions; and
- the terms and conditions of the Loan are, in the judgment of the Director and its advisors, fair and reasonable in the circumstances and were the product of extensive negotiation between the Company (and its advisors) and the Lender (and its advisors).
Strategic Transaction
In light of the results of the failed July Financing and September M&A Transaction, the Company feels it is reasonable to begin considering a Strategic Transaction to try to realize value for the Company's shareholders, including the following (each, a "Strategic Transaction"):
- the sale of the Company's domain name and other intellectual property;
- the sale of the Company's wholly owned subsidiary, Real Time Games Holdings Limited, which is the legal holder of a gaming license issued by the Isle of Man Gambling Supervision Commission;
- following a successfully Reinstatement Application (defined below) a reverse take-over or business combination that could utilize the Company's current listing on the TSX Venture Exchange (or a similar exchange such as the NEX); and/or
- any other transaction or opportunity that the Company may be able to pursue prior to the Maturity Date.
Use of Proceeds
The Company shall use the Loan to address short term working capital needs, including the purchase of a new director and officer liability insurance policy ("D&O Policy"), and for other general corporate purposes. The Company's current D&O Policy is set to expire on January 14, 2024.
The Company understands that a Strategic Transaction may require a fairness opinion, the preparation of an information circular, the approval of the Company's shareholders, and/or the approval of the TSX Venture Exchange. The Loan is expected to provide the Company with a meaningful opportunity to explore, negotiate, and close a Strategic Transaction.
Following weeks of deliberation, and after being unable to close the July Financing or the September M&A Transaction, the Company sees the Loan as the only opportunity to maintain the Company's reinstate and maintain its current listing or realize any value for its shareholders.
Real Luck Group Announces Notice of Change of Auditor
Real Luck Group Ltd. has received a resignation from its auditor Baker Tilly WM LLP (the "Former Auditor"). As of the date hereof the Company has not yet appointed a successor auditor, and is using its best efforts to fill the vacancy as required under National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102").
In accordance with NI 51-102, the Company has delivered a copy of the change of auditor notice (the "Notice") to the Former Auditor and the Former Auditor has provided its written response confirming that it agrees with the statements set forth in the Notice, which has been filed on SEDAR+. The Company will press release when a successor auditor to the Former Auditor has been appointed, including whether the successor auditor agrees with the statements in the Notice.
Resignation of Directors
Prior to the date of this release, Charles Andrew Green, Lloyd Melnick, Bo Wanghammar, and Maruf Raza all provided notice of their resignation as directors of the Company. The Company has accepted their resignations and is expecting to announce additional directors in the near term in connection with the Reinstatement Application and the Loan.
Cease Trade Order
On December 5, 2023, the Alberta Securities Commission (the "ASC") issued a cease trade order (the "CTO") in connection with the delay by the Company in filing its interim unaudited financial reports, interim management's discussion and analysis, and certification of the interim filings for the interim period ended September 30, 2023 (collectively, the "Interim Filings").
The Company's failure to file the Interim Filings by the applicable filing deadline is due to the Company requiring additional time to complete the Interim Filings due to capacity constraints.
The Interim Filings were uploaded to SEDAR+ on December 12, 2023. The Company received a revocation order from the ASC on December 14, 2023 (the "Revocation Order").
In addition to the Revocation Order, on December 6, 2023, the TSX Venture Exchange (the "TSXV") suspended trading of the Company's shares on the TSXV. Despite the Revocation Order received from the ASC, the Company's shares will not resume trading on the TSXV until the Company submits a written reinstatement application that is acceptable to the TSXV.
About Luckbox
The Company has a Business-to-Consumer (B2C) platform, and by leveraging shared technology, data, and resources, the Company can offer an extensive range of betting options for esports tournaments. The Company's in-house customized user interface and user experience, built on a technology stack that supports multiple odds and streaming sources, allows the Company to deliver deep esports betting coverage. The Company has been built by a team combining experience in the igaming industry and a passion for esports to offer players a unique, broad, engaging, and legal CS:GO betting, Dota 2 and League of Legends betting experience. In November 2020, the Company's subsidiary business (doing business as "Luckbox"), was named Rising Star at the EGR Operator Awards. The Company (via the subsidiary Real Time Games Holdings) holds a full license under the Online Gambling Regulation Act (OGRA), issued by the Isle of Man Gaming Supervision Commission. Real Time is fully licensed in the Isle of Man for B2C esports & sports betting and casino. Luckbox is committed to supporting responsible gambling.
For further information, please contact:
Real Luck Group Ltd.
Thomas Rosander, Chief Executive Officer
Email: investment@luckbox.com
Phone: (647) 670 2882
Follow Luckbox on Twitter / Facebook / LinkedIn
Cautionary Statements Respecting Forward-Looking Statements, the Loan, and a Strategic Transaction
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This new release contains "forward-looking statements" within the meaning of such statements under the applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "except", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking statements in this release include statements regarding the Loan, the ability to close the Loan, the timing of the Closing Date, the Company's ability to secure a successor auditor, and the ability to pursue, negotiate, and close a Strategic transaction prior to the Maturity Date.
Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release, including assumptions based on the Company's publicly disclosed information, the success of any Reinstatement Application with the TSXV in time to close the Loan and maintain the Company's listing on the TSXV; and the Company's current financial condition. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as expressly required by applicable law.
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